What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-10 · 105 added, 79 removed, 557 unchanged (25% of the section changed)

19 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of our annual consolidated financial statements, our management has conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.

Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on this evaluation, we have concluded that, as of December 31, 2022, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Pursuant to rules established by the SEC, this annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Attestation Report of the Independent Registered Public Accounting Firm

Our independent registered public accounting firm, RSM US LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2022, which is set forth under the heading “Reports of Independent Registered Public Accounting Firm” on page 83.

Changes in internal control over financial reporting

8 unchanged sentences

We have divided the directors into two groups - independent directors and interested directors.

Age Position(s)

Interested Directors (2)(3)

Co-Chairman, Co-Chief Executive Officer and Director

Mark Gatto 50 Co-Chairman, Co-Chief Executive Officer and Director

Reisner 52 Co-Chairman, Co-Chief Executive Officer and Director

Independent Directors (2)

Breakstone 85 Director

Schwartz 52 Director

Finlay 61 Director

Hedin 66 Director

Choi 51 Director

Estrada 50 Director

Executive Officers Who Are Not Directors

Chief Financial Officer and Treasurer

President and Chief Investment Officer

Stephen Roman

Chief Compliance Officer and Secretary

Chief Legal Officer

Franz 54 Chief Financial Officer and Treasurer

Bresner 55 President and Chief Investment Officer

Stephen Roman 41 Chief Compliance Officer and Secretary

Pinero 47 Chief Legal Officer

(1) The address for each director and executive officer is c/o CĪON Investment Corporation, 100 Park Avenue, 25 th Floor, New York, NY 10017.

(2) Our directors are divided into three classes, each holding office for a three-year term.

However, the initial members of the three classes had initial terms of one, two and three years, respectively.

At each annual meeting of shareholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election.

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Schwartz was an associate in the Financial Entrepreneurs Group of Salomon Smith Barney, where he worked on a variety of financings and advisory assignments.

He also serves or has served on the board of directors of a number of other public and private companies, including True Value Company, 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc., Igloo Products Corp., APR Energy, PLC, Borden Dairy Holdings and ATU Auto Technick-Unger.

He also serves or has served on the board of directors of a number of other public and private companies, including Invacare Corporation, True Value Company, 1-800 Contacts, Inc., Commonwealth Laminating & Coating, Inc., Easton Bell Sports, Inc., STVT-AAI Education Inc., Igloo Products Corp., APR Energy, PLC, Borden Dairy Holdings and ATU Auto Technick-Unger.

In addition, Mr.

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Recipient of the 2021 Women in Lighting Leadership Award and Residential Lighting Industry Leadership Award in 2010, Ms.

Choi is an active leader in the lighting industry, current serving on the Lighting Board of Governors for the Dallas Market Center since 2018, and was a former Chair of the American Lighting Association Education Foundation Board from 2013 to 2015.

Choi is an active leader in the lighting industry, serving on the Lighting Board of Governors for the Dallas Market Center since 2018, and was a former Chair of the American Lighting Association Education Foundation Board from 2013 to 2015.

She is an ALA Certified Lighting Specialist.

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Estrada has served as a member of our Board since 2021.

Estrada has been in private legal practice since 1997.

He has been a partner with the global law firm, Reed Smith, LLP, since 2007.

In addition to his practice in Reed Smith, LLP’s Global Financial Industry Group, he also serves as a director for a family foundation since 2021 and as an advisory and executive board member for certain non-profit businesses.

Ed counsels his clients in a wide range of business matters, including acting as outside counsel, and addressing their regulatory, transactional and litigation needs.

Ed has held multiple leadership positions at Reed Smith, LLP, most recently as global chair of the firm’s Financial Industry Group from 2016 to 2021.

Ed has also served as co-head of Reed Smith, LLP’s U.S.

Litigation Group (2010 to 2012), has served two terms on the firm’s Executive Committee (2009 and 2014), has served as Managing Partner of the New York Office (2012 to 2014), and has served as the firm’s Global Head of Business Strategy on the firm’s Senior Management Team (2014 to 2016).

In his practice, and in his role as global chair of Reed Smith, LLP’s Financial Industry Group, Ed has counseled clients ranging from private funds to investment and regional banks, and is responsible for identifying and responding to market and industry trends.

Estrada is the Principal of Estrada Legal Consulting, a legal management consulting business working with law firms on strategy development, implementation and alignment, market positioning, margin improvement, and operational efficiency.

Estrada was in private legal practice for 25 years.

Most recently, he was a partner with the global law firm, Reed Smith, LLP, in its Global Financial Industry Group.

He has served as a director for a family foundation since 2021 and as an advisory and executive board member for certain non-profit businesses.

Estrada counseled his clients in a wide range of business matters, including acting as outside counsel, and addressing their regulatory, transactional and litigation needs.

He held multiple leadership positions at Reed Smith, LLP, most recently as global chair of the firm’s Financial Industry Group from 2016 to 2021.

Estrada also served as co-head of Reed Smith, LLP’s U.S.

Litigation Group (2010 to 2012), served two terms on the firm’s Executive Committee (2009 and 2014), served as Managing Partner of the New York Office (2012 to 2014), and served as the firm’s Global Head of Business Strategy on the firm’s Senior Management Team (2014 to 2016).

In his practice, and in his role as global chair of Reed Smith, LLP’s Financial Industry Group, Mr.

Estrada counseled clients ranging from private funds to investment and regional banks and was responsible for identifying and responding to market and industry trends.

Estrada received his J.D.

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Class I - Independent

(Serve Until the Annual Meeting of

Shareholders in 2022) Class II

Shareholders in 2025)

Class II - Independent

(Serve Until the Annual Meeting of

Shareholders in 2023) Class III

Shareholders in 2023)

Class III - Interested

(Serve Until the Annual Meeting of

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A Pinero has served as our Chief Legal Officer since November 2021 and as Senior Director and Counsel of CIG and its affiliated entities since July 2013.

During his tenure at CIG, Mr.

Pinero has advised on all legal, compliance and regulatory matters, including, among others, matters related to corporate and securities law compliance for CIG as well as CIG’s sponsored alternative investment products, including our company.

Pinero advises on all legal, compliance and regulatory matters, including, among others, matters related to corporate and securities law compliance for CIG as well as CIG’s sponsored alternative investment products, including our company.

Prior to joining CIG in 2013, Mr.

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Each class of directors will hold office for a three-year term.

However, the initial members of the three classes had initial terms of one, two and three years, respectively.

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Our charter, as well as regulations governing BDCs generally, require that a majority of our Board be persons other than “interested persons” of the BDC, as defined in Section 2(a)(19) of the 1940 Act.

A majority of the members of our Board are not “interested persons” of our company or CIM, as defined in Section 2(a)(19) of the 1940 Act.

A majority of the members of our Board are not “interested persons” of our company or CIM, as defined in Section 2(a)(19) of the 1940 Act and as required by Rule 303A.00 in the NYSE Listed Company Manual.

These individuals are referred to as our independent directors.

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Choi and Edward J.

Based upon information requested from each director concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the independent directors has, or within the last two years had, a material business or professional relationship with us, other than in his capacity as a member of the Board or any Board committee or as a shareholder.

The Board does not currently have a lead independent director.

Based upon information requested from each director concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the independent directors has, or within the last two years had, a material business or professional relationship with us, other than in his or her capacity as a member of the Board or any Board committee or as a shareholder.

The Board does not currently have a separately designated lead independent director and has not designated one independent director to preside over all executive sessions of independent directors.

Rather, Aron I.

Schwartz and Robert A.

Breakstone, each independent directors and chairman of the audit committee and nominating and corporate governance committee, respectively, preside over such executive sessions on a rotational basis.

Communications may be sent to the independent directors to:

Stephen Roman, Corporate Secretary, CĪON Investment Corporation, 100 Park Avenue, 25th Floor, New York, NY 10017.

The Board, after considering various factors, including, among other things, its current duties, responsibilities and our overall business, has concluded that its structure is appropriate at this time.

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The Board has established a standing audit committee, a standing nominating and corporate governance committee and a standing compensation committee.

The Board met eight times and took action by unanimous written consent seven times during the fiscal year ended December 31, 2021.

Each director attended more than 95% of the aggregate of all meetings of the Board held during the fiscal year ended December 31, 2021.

The Board met five times and took action by unanimous written consent seven times during the fiscal year ended December 31, 2022.

Each director attended all meetings of the Board held during the fiscal year ended December 31, 2022.

We do not have a formal policy regarding director attendance at an annual meeting of shareholders.

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The audit committee also establishes guidelines, reviews preliminary valuations and makes recommendations to the Board regarding the valuation of our loans and other investments.

The audit committee met seven times in 2021.

The audit committee met four times in 2022.

Nominating and Corporate Governance Committee

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The nominating and corporate governance committee will consider shareholders’ proposed nominations for directors.

The nominating and corporate governance committee met four times in 2021.

The nominating and corporate governance committee met three times in 2022.

The nominating and corporate governance committee considers candidates suggested by its members and other directors, as well as our management and shareholders.

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Our address is 100 Park Avenue, 25 th Floor, New York, NY 10017.

Name and Address of Beneficial Owner

Number of Shares Owned Beneficially (1)

Name and Address of Beneficial Owner Number of Shares Owned Beneficially (1)

Percentage of Class (2)

2 unchanged sentences

Independent Directors:

Breakstone (5)

Schwartz None None

Choi None None

Estrada 3,695.00 *

Executive Officers:

Stephen Roman 6,000.00 *

Pinero 4,500.00 *

All Executive Officers and Directors as a group (12 persons) 200,482.28 *

1 unchanged sentence

(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.

(2) Based on a total of 56,958,440 shares issued and outstanding on March 3, 2022.

(3) CIG is the record holder of 55,611.10 shares.

(2) Based on a total of 55,017,546 shares outstanding on March 8, 2023.

Gatto is the record holder of 10,000 shares and CIG is the record holder of 56,666.10 shares.

Gatto and Reisner control CIG and, as a result, may be deemed to be the indirect beneficial owners of the shares held by CIG.

As permitted by Rule 16a-1(a)(4) under the Exchange Act, Messrs.

Gatto and Reisner disclaim beneficial ownership of the shares held by CIG except to the extent of their respective pecuniary interest therein.

As permitted by Rule 16a-1(a)(4) under the Exchange Act, Mr.

Gatto disclaims beneficial ownership of the shares held by CIG except to the extent of his pecuniary interest therein.

Reisner is the record holder of 10,591 shares and CIG is the record holder of 56,666.10 shares.

Gatto and Reisner control CIG and, as a result, may be deemed to be the indirect beneficial owners of the shares held by CIG.

As permitted by Rule 16a-1(a)(4) under the Exchange Act, Mr.

Reisner disclaims beneficial ownership of the shares held by CIG except to the extent of his pecuniary interest therein.

(5) An investment retirement account is the record holder of these shares.

Breakstone is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

(6) A self-employed pension plan is the record holder of these shares.

Mr Finlay is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the self-employed pension plan.

(7) The Hudson Partners Group Incentive Savings Trust is the record holder of these shares.

Hedin is the indirect beneficial owner with sole voting and investment power with respect to the shares held by The Hudson Partners Group Incentive Savings Trust.

Franz is the record holder of 53,000 shares and an investment retirement account is the record holder of 2,500 shares.

Franz is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

Bresner is the record holder of 34,599 shares and an investment retirement account is the record holder of 5,500 shares.

4 unchanged sentences

Independent Directors:

Breakstone None

Breakstone $50,001 – $100,000

Finlay $10,001 – $50,000

Schwartz None

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We have also entered into an administration agreement with CIM pursuant to which we reimburse CIM for administrative expenses it incurs on our behalf.

On January 1, 2019, we entered into a servicing agreement with CIM’s affiliate, Apollo Investment Administration, L.P., or AIA, pursuant to which AIA furnishes us with administrative services including, but not limited to, loan and high yield trading services, trade and settlement support, and monthly valuation reports and support for all broker quoted investments.

AIA is reimbursed for administrative expenses it incurs on our behalf in performing its obligations, provided that such reimbursement is reasonable, and costs and expenses incurred are documented.

The servicing agreement may be terminated at any time, without the payment of any penalty, by either party, upon 60 days' written notice to the other party.

Our executive officers, certain of our directors and certain other finance professionals of CION Investments also serve as executives of CIM and officers of our company and Messrs.

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These investment funds, accounts or other investment vehicles may have investment objectives similar to our investment objective.

We may compete with entities managed by CIM and its affiliates for capital and

investment opportunities.

We may compete with entities managed by CIM and its affiliates for capital and investment opportunities.

As a result, we may not be given the opportunity to participate in certain investments made by investment funds, accounts or other investment vehicles managed by CIM or its affiliates or by members of the investment committee.

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In order to address these issues, CIM has put in place an investment allocation policy that addresses the co-investment restrictions set forth under the 1940 Act and seeks to ensure the equitable allocation of investment opportunities when we are able to co-invest with other accounts managed by CIM and affiliated entities.

In the absence of receiving exemptive relief from the SEC that would permit greater flexibility relating to co-investments, CIM will apply the investment allocation policy.

When we engage in such permitted co-investments, we will do so in a manner consistent with CIM’s allocation policy.

When we engage in such permitted co-investments, we will do so in a manner consistent with our exemptive relief from the SEC and with CIM’s allocation policy.

Under this allocation policy, a fixed percentage of each opportunity, which may vary based on asset class and from time to time, will be offered to us and similar eligible accounts, as periodically determined by CIM and approved by the Board, including all of the independent directors.

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On September 15, 2021, our board of directors, including the independent directors, approved a share repurchase policy authorizing us to repurchase up to $50 million of our outstanding common stock after the Listing.

Under the share repurchase policy, we expect to purchase shares of our common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions.

On June 24, 2022, our board of directors, including the independent directors, increased the amount of shares of our common stock that may be repurchased under the share repurchase policy by $10 million to up to an aggregate of $60 million.

Under the share repurchase policy, we may purchase shares of our common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions.

The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at our discretion.

Factors are expected to include, but are not limited to, share price, trading volume and general market conditions, along with our general business conditions.

Factors include, but are not limited to, share price, trading volume and general market conditions, along with our general business conditions.

The policy may be suspended or discontinued at any time and does not obligate us to acquire any specific number of shares of our common stock.

As part of the share repurchase policy, we intend to enter into a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act based in part on historical trading data with respect to our shares.

The 10b5-1 trading plan would permit common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

The 10b5-1 trading plan will be administered by an independent broker and will be subject to price, market volume and timing restrictions.

On August 16, 2022, as part of the share repurchase policy, we entered into a trading plan with an independent broker, Wells Fargo Securities, LLC, or Wells Fargo, in accordance with Rule 10b5-1 of the Exchange Act based in part on historical trading data with respect to our shares.

The 10b5-1 trading plan permits common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

The 10b5-1 trading plan is subject to price, market volume and timing restrictions.

Certain officers of CIM are simultaneously providing investment management services to certain funds managed by its affiliates.

CIM may determine that it is appropriate for us and one or more other investment accounts managed by CIM or any of its affiliates to participate in an investment opportunity.

As a BDC, we are subject to certain regulatory restrictions in making our investments with entities with which we may be restricted from doing so under the 1940 Act, unless we obtain an exemptive order from the SEC or co-invest alongside such affiliates in accordance with existing regulatory guidance.

However, there can be no assurance that we will obtain such exemptive relief.

Even if we receive exemptive relief, CIM’s investment committee may determine that we should not participate in a co-investment transaction.

As a BDC, we are subject to certain regulatory restrictions in negotiating or investing in certain investments with entities with which we may be prohibited from doing so under the 1940 Act, such as CIM and its affiliates, unless we obtain an exemptive order from the SEC or co-invest alongside such affiliates in accordance with existing regulatory guidance.

On August 30, 2022, we, CIM and certain of our affiliates were granted the Order by the SEC for us to co-invest with other funds managed by CIM or certain affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Even though we were granted the Order by the SEC, CIM’s investment committee may determine that we should not participate in a co-investment transaction.

Affiliated Dealer Manager

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Co-Investment Opportunities

We have filed an application with the SEC seeking an exemptive order from such restrictions, but there can be no assurances the SEC will ultimately grant the relief sought in the exemptive application.

Co-investments made under the exemptive relief, if granted, would be subject to compliance with the conditions and other requirements contained in the exemptive relief provided by the SEC.

We are limited in our ability to engage in co-investment transactions with CIM and its affiliates without exemptive relief from the SEC.

Even if we receive exemptive relief, CIM’s investment committee may determine that we should not participate in a co-investment transaction.

As a BDC, we are subject to certain regulatory restrictions in negotiating or investing in certain investments with entities with which we may be prohibited from doing so under the 1940 Act, such as CIM and its affiliates, unless we obtain an exemptive order from the SEC, which Order was issued by the SEC on August 30, 2022.

Pursuant to such Order, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit CIM or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.

In addition, the Order permits us to co-invest in our existing portfolio companies with certain affiliates that are private funds, even if such private funds did not have an investment in such existing portfolio company.

Even though we were granted the Order by the SEC, CIM’s investment committee may determine that we should not participate in a co-investment transaction.

Material Non-Public Information

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The following is a list of all exhibits filed as a part of this Annual Report on Form 10-K, including those incorporated by reference:

Number Description of Document

Description of Document

2.1 Purchase and Sale Agreement, dated as of September 30, 2016, by and between Park South Funding, LLC and Credit Suisse Alternative Capital, LLC (Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed with the SEC on October 4, 2016 (File No.

4 unchanged sentences

333-178646)).

4.1 Form of Follow-On Subscription Agreement (Incorporated by reference to Appendix A to Final Prospectus on Form 497 filed with the SEC on September 25, 2018 (File No.

333-203683)).

4.1 Fifth Amended and Restated Distribution Reinvestment Plan of CĪON Investment Corporation (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the SEC on December 8, 2016 (File No.

4.2 Distribution Reinvestment Plan of CĪON Investment Corporation (Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2021 (File No.

4.4 Description of Registrant’s Securities *

4.3 Description of Registrant’s Securities (Incorporated by reference to Exhibit 4.4 to Registrant’s Annual Report on Form 10-K filed with the SEC on March 10, 2022 (File No.

10.1 Second Amended and Restated Investment Advisory Agreement, dated as of October 5, 2021, by and between CĪON Investment Corporation and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 5, 2021 (File No.

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10.3 Third Amended and Restated Expense Support and Conditional Reimbursement Agreement, dated as of December 9, 2020, by and between CĪON Investment Corporation and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 15, 2020 (File No.

10.4 Amended and Restated Follow-On Dealer Manager Agreement, dated as of December 28, 2016, by and among CĪON Investment Corporation, CION Investment Management, LLC and CION Securities, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on January 4, 2017 (File No.

10.5 Form of Follow-On Selected Dealer Agreement (Incorporated by reference to Exhibit (H)(4) to Registrant’s Registration Statement on Form N-2 filed with the SEC on April 28, 2015 (File No.

333-203683)).

10.4 Sale and Contribution Agreement, dated as of August 26, 2016, by and between 34th Street Funding, LLC and CĪON Investment Corporation (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2016 (File No.

10.5 Master Participation Agreement, dated as of August 26, 2016, by and between 34th Street Funding, LLC and CĪON Investment Corporation (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with the SEC on September 1, 2016 (File No.

Number Description of Document

10.6 Amended and Restated Portfolio Management Agreement, dated as of September 30, 2016, by and among 34th Street Funding, LLC, CION Investment Management, LLC and JPMorgan Chase Bank, National Association (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with the SEC on October 4, 2016 (File No.

10.9 Credit and Security Agreement, dated as of March 29, 2017, by and among Flatiron Funding II, LLC, CION Investment Management, LLC, CĪON Investment Corporation, Citibank, N.A.

Bank National Association (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017 (File No.

10.10 Second Amendment, dated as of March 14, 2019, to Credit and Security Agreement, dated as of March 29, 2017, by and among Flatiron Funding II, LLC, CION Investment Management, LLC, CION Investment Corporation, the Lenders from time to time party thereto, Citibank, N.A.

Bank National Association.

(Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2019 (File No.

10.11 Account Control Agreement, dated as of March 29, 2017, by and among Flatiron Funding II, LLC, CION Investment Management, LLC and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017 (File No.

10.12 Master Participation and Assignment Agreement, dated as of March 29, 2017, by and between 15th Street Loan Funding LLC and Flatiron Funding II, LLC (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017 (File No.

10.13 Master Participation and Assignment Agreement, dated as of March 29, 2017, by and between 15th Street Loan Funding 2 LLC and Flatiron Funding II, LLC (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2017 (File No.

10.7 Contribution Agreement, dated as of May 19, 2017, by and among CION Investment Corporation, Murray Hill Funding, LLC and Murray Hill Funding II, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 25, 2017 (File No.

10.8 Murray Hill Funding II, LLC Class A Notes Due 2027 (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with the SEC on May 25, 2017 (File No.

Description of Document

10.9 Contribution Agreement, dated as of May 19, 2017, by and among UBS AG, London Branch, Murray Hill Funding II, LLC, U.S.

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10.13 Murray Hill Funding II, LLC Class A Notes Due 2027 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 7, 2017 (File No.

10.21 Loan and Servicing Agreement, dated as of December 19, 2017, by and among 33rd Street Funding, LLC, CION Investment Management, LLC, Morgan Stanley Asset Funding Inc., Morgan Stanley Bank, N.A.

Bank National Association (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2017 (File No.

10.22 Sale and Contribution Agreement, dated as of December 19, 2017, by and between 33rd Street Funding, LLC and CĪON Investment Corporation (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2017 (File No.

10.23 Portfolio Management Agreement, dated as of December 19, 2017, by and between 33rd Street Funding, LLC and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2017 (File No.

10.14 Administration Agreement, dated as of April 1, 2018, by and between CĪON Investment Corporation and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 3, 2018 (File No.

Number Description of Document

10.15 Second Amended and Restated Loan and Security Agreement, dated as of May 15, 2020, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

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(Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 20, 2021 (File No.

10.24 First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of March 28, 2022, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

Bank Trust Company, National Association, U.S.

Bank National Association and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on March 29, 2022 (File No.

10.25 Unsecured Term Loan Facility Agreement, dated as of April 27, 2022, by and between CĪON Investment Corporation and More Provident Funds and Pension Ltd.

(Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 27, 2022 (File No.

Description of Document

10.26 Deed of Trust, dated as of February 20, 2023, by and between CĪON Investment Corporation and Mishmeret Trust Company Ltd.

(Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on February 28, 2023 (File No.

14.1 Code of Ethics of CĪON Investment Corporation, CION Investment Management, LLC, CION Management, LLC and Affiliated Advisers (Incorporated by reference to Exhibit 14.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 3, 2019 (File No.

21.1 Subsidiaries of CĪON Investment Corporation.

23.1 Consent of Independent Registered Public Accounting Firm.

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§1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

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101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

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104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Filed herewith.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures